Primo Brands CorpPRMB

Primo Brands Corp Earnings Per Share Disclosure

10-KFiled Feb 27, 20263 min read
NET INCOME (LOSS) PER COMMON SHARE
Basic net income (loss) per common share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is calculated using the weighted-average number of shares of common stock outstanding and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options, Performance-based RSUs, Time-based RSUs, and stock purchase rights granted under the Employee Share Purchase Plan ("ESPP"). The dilutive effect of these securities are reflected in diluted income (loss) per share by application of the treasury stock method. Potentially dilutive securities are excluded from the computation of diluted net income (loss) per share if their effect is antidilutive.
The rights of the holders of our Class A common stock and Class B common stock are identical, except with respect to voting, and the classes otherwise share equally in dividends and residual net assets on a per share basis. Accordingly, the net income (loss) per common share amounts are the same for Class A common stock and Class B common stock because the holders of each class are entitled to equal per-share dividends or distributions in liquidation in accordance with the Company's Certificate. As of December 31, 2025, there was no Class B common stock outstanding.
For comparative purposes, the weighted-average shares outstanding of BlueTriton have been adjusted by an implied conversion ratio of 212.2-to-1 for the year ended December 31, 2023 to reflect the effects of the Transaction. Reconciliations of the numerators and denominators of basic and diluted net income (loss) per common share for the periods presented are as follows:
For the Years Ended December 31,

20252024
2023
Numerator ($ in millions):
Net income (loss) from continuing operations
$80.4 $(12.6)$92.8 
Dividend on preferred stock— — 25.8 
Excess of redemption price over carrying value of preferred stock— — 3.1 
Net income (loss) from continuing operations attributable to common stockholders for EPS
$80.4 $(12.6)$63.9 
Net loss from discontinued operations, net of tax$(20.3)$(3.8)$— 
Denominator (shares in thousands):
Weighted-average common shares outstanding - basic373,512 242,315 218,338 
Effects of dilutive securities:
Stock options
418 — — 
Performance-based RSUs
— — — 
Time-based RSUs
934 — — 
ESPP
5 — — 
Weighted-average common shares outstanding - diluted374,869 242,315 218,338 
Net income (loss) per common share:
Basic:
Continuing operations
$0.21 $(0.05)$0.29 
Discontinued operations
$(0.05)$(0.02)$— 
Net income (loss) per common share
$0.16 $(0.07)$0.29 
Diluted:
Continuing operations
$0.21 $(0.05)$0.29 
Discontinued operations
$(0.05)$(0.02)$— 
Net income (loss) per common share
$0.16 $(0.07)$0.29 
The following potentially dilutive shares were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive:
For the Fiscal year ended December 31,
(Shares in thousands)202520242023
Stock options— 1,068 — 
Performance-based RSUs 1
1,448 465 — 
Time-based RSUs68 2,557 — 
ESPP
— — — 
____________________
1     Performance-based RSUs represent the number of shares expected to be issued based on the estimated achievement of the performance metric for these awards.
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About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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